ALASKA COMMUNICATIONS SYSTEMS GROUP INC

Transcription

1 ALASKA COMMUNICATIONS SYSTEMS GROUP INC FORM 10-K (Annual Report) Filed 03/16/17 for the Period Ending 12/31/16 Address 600 TELEPHONE AVENUE - ANCHORAGE, AK Telephone CIK Symbol ALSK SIC Code Telephone Communications, Except Radiotelephone Industry Integrated Telecommunications Services Sector Telecommunication Services Fiscal Year 12/31 Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Alaska Communications Systems Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 Telephone Avenue Anchorage, Alaska (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (907) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, Par Value $.01 per Share The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( of this chapter) is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the shares of all classes of voting stock of the registrant held by non-affiliates of the registrant on June 30, 2016 was approximately

3 $84 million computed upon the basis of the closing sales price of the Common Stock on that date. For purposes of this computation, shares held by directors (and shares held by any entities in which they serve as officers) and officers of the registrant have been excluded. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant. As of March 6, 2017 there were outstanding 51,952,009 shares of Common Stock, $.01 par value, of the registrant. Documents Incorporated by Reference Information required by Part II (Item 5) and Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the registrant s definitive proxy statement for its 2017 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2016.

4 ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016 TABLE OF CONTENTS Cautionary Statement Regarding Forward Looking Statements and Analysts Reports 3 PART I 4 Item 1. Business 4 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 28 Item 2. Properties 29 Item 3. Legal Proceedings 30 Item 4. Mine Safety Disclosures 30 PART II 30 Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30 Item 6. Selected Financial Data 31 Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8. Financial Statements and Supplementary Data 59 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 59 Item 9A. Controls and Procedures 59 Item 9B. Other Information 61 PART III 61 Item 10. Directors, Executive Officers and Corporate Governance 61 Item 11. Executive Compensation 61 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 Item 13. Certain Relationships and Related Transactions, and Director Independence 61 Item 14. Principal Accounting Fees and Services 61 PART IV 62 Item 15. Exhibits, Financial Statement Schedules 62 Index to Consolidated Financial Statements F-1 2

5 Cautionary Statement Regarding Forward Looking Statements and Analysts Reports This Form 10-K and future filings by Alaska Communications Systems Group, Inc. and its consolidated subsidiaries ( we, our, us, the Company and Alaska Communications ) on Forms 10-K, 10-Q and 8-K and the documents incorporated therein by reference include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend forwardlooking statements to be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are forwardlooking statements for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, pricing plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as anticipates, believes, could, estimates, expects, intends, may, plans, projects, seeks, should and variations of these words and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Forward-looking statements by us are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Forward-looking statements may be contained in this Form 10-K under Item 1A, Risk Factors and Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere. Actual future performance, outcomes, and results may differ materially from those expressed in forward-looking statements made by us as a result of a number of important factors. Examples of these factors include (without limitation): governmental and public policy changes, including on-going changes in our revenues, or obligations we will assume to receive these revenues, resulting from regulatory actions affecting inter-carrier compensation, and on-going support for federal and state programs such as lifeline services to our customers and Carrier of Last Resort obligations our size, because we are a smaller sized competitor in the markets we serve and we compete against large competitors with substantially greater resources the Alaskan economy, which has been impacted by continued low crude oil prices. If sustained, they could have a significant impact on both the level of spending by the State of Alaska and the level of investment in resource development projects by major natural resource exploration and development companies in Alaska. Both outcomes may impact the economy in the markets we serve and impact our future financial performance our ability to maintain our new cost structure as a more focused broadband and managed information technology ( IT ) services company following the sale and subsequent wind-down of our Wireless operations. Maintaining our cost reductions is key to generating cash flow from operating activities. If we fail to maintain these reductions, our financial condition will be impacted the cost and availability of future financing, at the terms, and subject to the conditions necessary, to support our business and pursue growth opportunities; our debt could also have negative consequences for our business; for example, it could increase our vulnerability to general adverse economic and industry conditions, or limit our flexibility in planning for, or reacting to, changes in our business and the telecommunications industry; in addition, our ability to borrow funds in the future will depend in part on the satisfaction of the covenants in our credit facilities; if we are unable to satisfy the financial covenants contained in those agreements, or are unable to generate cash sufficient to make required debt payments, the lenders and other parties to those arrangements could accelerate the maturity of some or all of our outstanding indebtedness disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of the physical infrastructure, operating systems or devices that our customers use to access our products and services 3

6 our ability to successfully renegotiate the Company s Master Collective Bargaining Agreement with the International Brotherhood of Electrical Workers, Local 1547 ( IBEW ) that expired on December 31, As of the date of this report, negotiations for a new agreement are continuing and the parties will operate under the terms of the prior agreement until a new contract is in place. In the event of a work stoppage, we may be required to utilize cash on hand to support the funding of operations during the affected period our ability to keep pace with rapid technological developments and changing standards in the telecommunications industry, including on-going capital expenditures needed to upgrade our network to industry competitive speeds, particularly in light of expected 5G deployments by mobile wireless carriers our ability to continue to develop attractive, integrated products and services to evolving industry standards, and meet the pressure from competition to offer these services at lower prices unanticipated damage to one or more of our undersea fiber optic cables resulting from construction or digging mishaps, fishing boats or other reasons structural declines for voice and other legacy services within the telecommunications industry a maintenance or other failure of our network or data centers a failure of information technology systems a third party claim that the Company is infringing upon their intellectual property, resulting in litigation or licensing expenses, or the loss of our ability to sell or support certain products unanticipated costs required to fund our post-retirement benefit plans, or contingent liabilities associated with our participation in a multiemployer pension plan the success or failure of any future acquisitions or other major transactions geologic or other natural disturbances relevant to the location of our operations the ability to attract, recruit, retain and develop the workforce necessary for implementing our business plan the success of the Company s expansion into managed IT services, including the execution of such services for customers the success of our joint venture with Quintillion Holdings, LLC to provide broadband solutions to the North Slope of Alaska our internal control over financial reporting may not be effective, which could cause our financial reporting to be unreliable our ability to meet or satisfy the terms and conditions of the 2017 Senior Credit Facility or to draw down funds under such facility or to meet its requirements our ability to commence or complete the expected tender offer for our 6.25% Convertible Notes due 2018 or otherwise repurchase such notes, or repurchase shares of our Common Stock under our repurchase program the matters described under Item 1A, Risk Factors In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. Additional risks that we may currently deem immaterial or that are not currently known to us could also cause the forward-looking events discussed in this Form 10-K or our other reports not to occur as described. Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Form 10K. Investors should also be aware that while we do, at various times, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential information. Accordingly, investors should not assume that we agree with any statement or report issued by an analyst irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility. PART I Item 1. Business OVERVIEW Over the past five years, through a series of transactions and investments, we have evolved from a wireline and wireless telecom provider to a fiber broadband and managed IT services provider, focused 4

7 primarily on business and wholesale customers in and out of Alaska. We also provide telecommunication services to consumers throughout the state. Our facilities based communications network extends throughout Alaska and connects to the contiguous states via our two diverse undersea fiber optic cable systems and our usage rights on a third undersea system. Our network is among the most expansive in Alaska and forms the foundation of service to our customers. We operate in a largely two-player terrestrial wireline market and we estimate our market share to be less than 25% statewide. However, our revenue performance relative to our largest competitor suggests that we are gaining market share in the markets we are serving. Our primary focus is to: (i) generate industry leading revenue growth through increasing broadband and managed IT service revenue with our business, wholesale and consumer customers, (ii) continuously improve our customer service, (iii) improve Adjusted EBITDA and Adjusted Free Cash Flow (both as defined in Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations ) performance through top line growth and margin management, and (iv) work with state and federal regulatory agencies to provide a stable and predictable regulatory environment for our business. The sale of our wireless operations (the Wireless Sale ) in 2015 included the sale of both our one-third interest in the Alaska Wireless Network ( AWN ) and our wireless customer contracts, but excluded our wifi-based services and the wireless backhaul contracts (which provide wireline broadband services to cellular towers) that we entered into after the formation of AWN. This transaction allowed us to exit a line of business facing increasing levels of competition and declining roaming revenues at an attractive price. Our parent company, Alaska Communications Systems Group, Inc., was incorporated in 1998 under the laws of the state of Delaware. Our principal executive offices are located at 600 Telephone Avenue, Anchorage, Alaska Our telephone number is (907) and our investor internet address is Our customer internet address is Markets, Services and Products We operate our business under a single reportable segment. We manage our revenues based on the sale of services and products to the three wireline customer categories listed below. Prior to the Wireless Sale in the first quarter of 2015 we provided retail wireless services and generated certain revenue streams related to our ownership in AWN. Our focus is now exclusively on serving customers in the following areas: Business and Wholesale (broadband, voice and managed IT services) Consumer (broadband and voice services) Regulatory (access charges, surcharges and federal and state support) The brand pillars supporting our products and services are reliability, customer service, trustworthiness and local presence. These are represented by the promise we make to our customers: You can always expect to get the service as promised to you by an Alaska Communications representative. If you are not satisfied, we will work with you to provide a solution that meets your satisfaction. Our services and products are described below. See Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations, for a summary of service and product revenues generated by each of these customer groups. Business and Wholesale Providing services to Business and Wholesale customers provides the majority of our revenues and is expected to continue being the primary driver of our growth over the next few years. Our business customers include large enterprises, government customers and small and medium business. We were the first Alaska-based carrier to be Carrier Ethernet 2.0 Certified and are currently the only Alaska-based carrier certified for multipoint-to-multipoint services. This certification means that we meet international standards for the quality of our broadband services. We also offer IP based voice including the largest SIP implementations in the state of Alaska, and are the first Microsoft Express Route provider in the state. We believe our network differentiates us in the markets we serve, because we prefer not to compete on price; but on the quality, reliability and the overall value of our solutions. Accordingly, we have significant capacity to sell into the network we operate and do so at what we believe are attractive incremental gross margins. 5

8 Business services have experienced significant growth and we believe the incremental economics of business services are attractive. Given the demand from our customers for more bandwidth and services, we expect revenue growth from these customers to continue for the foreseeable future. We provide services such as voice and broadband, managed IT services including remote network monitoring and support, managed IT security and IT professional services, and long distance services primarily over our own terrestrial network. We are also positioning the Company to become the premier Cloud Enabler for business in the state of Alaska. Our wholesale customers are primarily national and international telecommunications carriers who rely on us to provide connectivity for broadband and other needs to access their customers over our Alaskan network. The wholesale market is characterized by larger transactions that can create variability in our operating performance. We have a dedicated sales team that sells into this customer segment, and we expect wholesale revenue to grow for the foreseeable future. Consumer We provide voice and broadband services to residential customers. Given that our primary competitor has extensive quad play capabilities (video, voice, wireless and broadband) we target how and where we offer products and services to this customer group in order to maintain our returns. Our focus is to leverage the capabilities of our existing network and sell customers our highest available bandwidth. Our primary competitive advantage is that we offer reliable internet service without data caps, while our competitor charges customers or throttles customers speeds for exceeding given levels of data usage. Revenues from these customers began to stabilize in the second half of 2016 and we expect modest growth beginning in Regulatory Regulatory revenue is generated from three primary sources: (i) Access charges, which include interstate and intrastate switched access and special access charges, and cellular access; (ii) Surcharges billed to the end user (pass-through and non-pass-through); and (iii) federal and state support. We provide voice and broadband origination and termination services to interstate and intrastate carriers. While we are compensated for these services, these revenue streams have been in decline and we expect them to continue to decline. In addition, as regulators have reformed traditional access charges, they have simultaneously implemented new end user surcharges that contribute to our revenue. AccessCharges Interstate and intrastate switched access are services based primarily on originating and terminating access minutes from other carriers. Special access is primarily access to dedicated circuits sold to wholesale customers, substantially all of which is generated from interstate services. Cellular access is the transport of tariffed local network services between switches for cellular companies based on individually negotiated contracts. For the years ended December 31, 2016, 2015 and 2014, access charges represented approximately 2.5%, 2.8% and 3.2%, respectively, of our total wireline revenue. Surcharges We assess our customers for surcharges, typically on a monthly basis, as required by various state and federal regulatory agencies, and remit these surcharges to these agencies. These pass-through surcharges include Federal Universal Access and State Universal Access. These surcharges vary from year to year, and are primarily recognized as revenue, and the subsequent remittance to the state or federal agency as a cost of sale and service. The rates imposed by the regulators continue to increase. However, because the charges are only assessed on a portion of our services, and that portion continues to decline, we expect these revenue streams to decline over time as the revenue base declines. Other non-pass-through surcharges are collected from our customers as authorized by the regulatory body. The amount charged is based on the type of line: single line business, multi-line business, consumer or lifeline. The rates are established based on federal or state orders. These charges are recorded as revenue and do not have a direct associated cost. Rather, they represent a revenue recovery mechanism established by the Federal Communications Commission ( FCC ) or the Regulatory Commission of Alaska. For the years ended December 31, 2016, 2015 and 2014, passthrough surcharges represented approximately 32%, 30% and 28%, respectively, of the total surcharge revenue billed to our end customers. 6

9 FederalandStateSupport We receive interstate and intrastate universal support funds and similar revenue streams structured by federal and state regulatory agencies that allow us to recover our cost of providing universal service in Alaska. For the year ending December 31, 2016 the Company recognized $19.7 million in federal high cost universal service revenues to support our wireline operations in high cost areas. The FCC has released the CAF Phase II order specific to Alaska Communications which transitioned from CAF Phase I frozen support to CAF Phase II. Funding under the new program will generally require the Company to provide broadband service to unserved locations throughout the designated coverage area by the end of a specified build-out period, and meet interim milestone build-out obligations. In addition to federal high cost support, the Company is designated by the State of Alaska as a Carrier of Last Resort ( COLR ) in five of the six study areas. In addition to COLR, the Company receives Carrier Common Line ( CCL ) support. We do not receive COLR or CCL funding for the ACS of Anchorage study area. As a COLR we are required to provide services essential for retail and carrier-to-carrier telecommunication throughout the applicable coverage area. For the years ended December 31, 2016, 2015 and 2014, total federal and state support represented approximately 11%, 12% and 13%, respectively, of total wireline revenue. Wireless and AWN Related Revenue Prior to the Wireless Sale in the first quarter of 2015, we provided wireless voice and broadband services, and other value-added wireless products and services, such as wireless devices, across Alaska with roaming coverage available in the contiguous states, Hawaii and Canada by utilizing the AWN network. Because our network provides access to the retail marketplace, and as a result of the cost of providing service to high cost areas, we generated Competitive Eligible Telecommunications Carrier ( CETC ) revenues established by either state or federal regulatory agencies. As part of the AWN Formation, we agreed to pay a service charge to AWN for an amount equal to our CETC Revenue, and therefore CETC Revenue had no impact on our net income (loss) or Adjusted EBITDA calculations. Prior to the AWN Formation, we also provided backhaul services to other wireless carriers. Backhaul services are broadband connections between a wireless carrier s cell site, their central office switch and connectivity to the Internet. Upon the AWN Formation, all existing backhaul contracts were transferred to AWN. However, we were not excluded from providing backhaul services in the future, and now compete for these services. We have since added wireless backhaul contracts, and expect to continue to vigorously compete for and grow these revenues. Following the Wireless Sale, we were required to provide transition services to General Communication, Inc. ( GCI ), which required us to continue to maintain certain aspects of our retail wireless operations, such as the operation of our retail stores, maintaining wireless retail customer support functions in our contact center and providing certain supply chain management, billing and collection and treasury management functions. These transition services were completed on April 17, Network and Technology There are two extensive facilities based wireline telecommunications networks in Alaska. We operate one of these networks and GCI operates the other. We provide switched and dedicated voice and broadband services as well as a host of other value added services such as network hosting, managed IT services and long distance services. We continuously upgrade our network to provide higher levels of performance, higher bandwidth speeds, increased levels of security and additional value added services to our customers. Our networks are monitored for performance around the clock in redundant monitoring centers to provide a high level of reliability and performance. Our fiber network, which serves as the backbone of our network, is extensive within Alaska s urban areas and connects our largest markets, including Anchorage, Fairbanks and Juneau with each other and the contiguous states. It offers us the opportunity to provide our customers with a high level of network reliability and speed for voice and broadband applications. We also own and operate one of the most expansive Internet Protocol ( IP ) networks in Alaska using multi-protocol label switching ( MPLS ), Metro Ethernet technology and Virtual Private LAN Service ( VPLS ). Our MPLS network provides the long-haul framework for our Metro Ethernet service, which we market to businesses and government customers. Metro Ethernet offers our 7

10 customers scalable, high-speed broadband and customized IT products and services, as well as Internet connectivity. VPLS allows customers to connect their dispersed locations with the ease of use and control offered by Metro Ethernet and the quality and reliability of our MPLS services. We are one of the few Metro Ethernet Forum certified carriers in the nation, providing the highest degree of assurance to our customers regarding the quality of our network and services. We also own and operate an undersea fiber optic cable system that connects our Alaskan network to our facilities in Oregon and Washington. These facilities provide the most survivable service to and from Alaska, with key monitoring and disaster recovery capabilities for our customers. In 2015 we acquired certain capacity on another provider s network providing us with diverse connectivity into Juneau, thus eliminating what was previously a single point of failure. We also have usage rights along another undersea fiber network connected to the lower-48. Our network in Oregon and Washington includes terrestrial transport components linking Nedonna Beach, Oregon to a Network Operations Control Center in Hillsboro, Oregon and collocation facilities in Portland, Oregon and Seattle, Washington. In addition, AKORN, one of our undersea fiber optic cable systems, connects our Alaska network from Homer, Alaska to our facilities in Florence, Oregon along a diverse path within Alaska, the Pacific Northwest and undersea in the Pacific Ocean. Northstar, our other undersea fiber optic system, has cable landing facilities in Whittier, Juneau, and Valdez, Alaska, and Nedonna Beach, Oregon. Our AKORN and Northstar systems provide a total of 6,000 miles of submarine fiber. Together, these fiber optic cables provide extensive bandwidth as well as survivability protection designed to serve our own, as well as our most demanding customers critical communications requirements. Through our landing stations in Oregon, we also provide an at-the-ready landing point for other large fiber optic cables, and their operators, connecting the U.S. to networks in Asia and other parts of the world. In April 2015, we entered into an agreement to purchase a terrestrial fiber network on the North Slope of Alaska. This network allows us to provide broadband solutions to the oil and gas sector in a market that previously had no competition, and continue to advance our sales of managed IT services. Also in April 2015, the Company entered into a joint venture agreement with Quintillion Holdings, LLC ( Quintillion ) for the purpose of expanding the fiber optic network and making the network available to other telecom carriers. The joint venture may also participate in and facilitate other capital and service initiatives in the telecom industry. During 2015 and 2016 we focused on beginning to make the network operational in order to meet our service level standards. Additionally, our joint venture partner, Quintillion, is investing in a global submarine network with contemplated landing stations in several northwest Alaska communities, including a terrestrial route from the North Slope to Fairbanks. Opportunities to acquire capacity on this system should allow for meaningful extensions to our network reach in Alaska. Competition Management estimates the Alaska wireline telecom and IT services market to be approximately $1.6 billion. This market is comprised of the IT services market of approximately $830 million, the broadband market of approximately $630 million and the voice market of approximately $140 million. Management estimates that over 85% of this market opportunity is from the business and wholesale customer segment. We expect to experience significant growth in managed IT services over time by providing these services to our broadband customers. We believe the competition for managed IT services is fragmented. We face strong competition in our markets from larger competitors with substantial resources. For traditional voice and broadband services, we compete with GCI and AT&T on a statewide basis, and smaller providers such as Matanuska Telephone Association, Inc. on a more localized basis. As the largest facilities based operator in Alaska, GCI is the dominant statewide provider of broadband, voice, wireless and video services. In the markets where we compete with GCI (broadband and voice), GCI has approximately 60% of the market share in the consumer segments and 51% market share in the business segments. GCI continues to expand its voice and data network, often taking advantage of subsidized government programs which create a monopoly for services in certain markets. AT&T s 8

11 primary focus is to be the provider of voice and broadband services to its nation-wide customers. AT&T tends to use its existing broadband network to serve these customers or it leases capacity from GCI or Alaska Communications to augment its existing network. Prior to the Wireless Sale, we competed with AT&T, GCI, with Verizon for retail wireless services. AT&T s strong market position in Alaska is in wireless, and we estimated that AT&T had over 50% market share. The wireless market experienced significant disruption over the past several years, primarily related to Verizon s entry into the Alaska market in 2013 and reforms in wireless CETC Revenue for wireless carriers in Alaska. Overall competitive dynamics are significant, and our operating performance is impacted accordingly. For more information associated with the risks of our competitive environment see Item 1A, Risk Factors. Marketing Our marketing strategy relies on our history of understanding the Alaskan customer. We increasingly tailor our products and services based on understanding our customers needs, location, and type of service they desire. For business customers we bundle our products and provide value added managed IT services using our local service delivery model and highly reliable network. For consumer customers we focus on offering one flat rate price and no data usage caps for internet services, differentiating ourselves from GCI who charges for excess data usage or throttles bandwidth. Sales and Distribution Channels Our sales strategy combines primarily direct and some indirect distribution channels to retain current customers and drive sales growth. Our focus in 2017 is to continue leveraging our direct sales channels serving Business and Wholesale customers, and our web and contact center channels for consumer customers for continued sustained performance. In 2015 and 2016, we focused on improved customer service and moved more consumer transactions to the web. This trend is expected to continue in Customer Base We generate our revenue through a diverse statewide customer base and there is no reliance on a single customer or small group of customers. Business and wholesale customers are our primary focus and they comprised 60.3% of our total revenue in Seasonality We believe our revenue is impacted by seasonal factors. This is due to Alaska s northern latitude and the resulting wide swing in available daylight and weather conditions between summer and winter months. These conditions, unique to Alaska, affect business, tourism and telecom use patterns in the state. Our spending patterns are also impacted by seasonality as we incur more capital spending and operating spending during the summer and early fall periods of the year, reflecting the heightened economic activity from the summer months and our own construction activities during this time period. Employees As of December 31, 2016, we employed 629 regular full-time employees, 9 regular part-time employees and 4 temporary employees. Approximately 56% of our employees are represented by the IBEW. Our Master Collective Bargaining Agreement ( CBA ) with the IBEW, governs the terms and conditions of employment for all IBEW represented employees working for us in the state of Alaska and expired on December 31, As of the date of this report, negotiations for a new agreement are continuing, and the parties will operate under the terms of the prior agreement until a new contract is in place. Management considers employee relations to be generally good. Regulation While a substantial amount of our revenues are derived from non-regulated or non-common carrier services, we continue to generate revenue from services that are regulated. The following summary of the regulatory environment in which our business operates does not describe all present and proposed federal, state and local legislation and regulations affecting the telecommunications industry in Alaska. 9

12 Overview Some of the telecommunications services we provide are subject to extensive federal, state and local regulation. These regulations govern, in part, our rates and the way we conduct our business, including the requirement to offer telecommunications services pursuant to nondiscriminatory rates, terms, and conditions, the obligation to comply with E-911 rules, the Communications Assistance for Law Enforcement Act ( CALEA ), the obligation to safeguard the confidentiality of customer proprietary network information ( CPNI ), as well as our obligation to maintain specialized records and file reports with the FCC and state regulators. These requirements are subject to frequent change. Compliance is costly, and limits our ability to respond to some of the demands of our increasingly competitive service markets. We generate revenue from these regulated services through regulated charges to our retail customers, access and other charges to other carriers, and federal and state universal service support mechanisms for telecommunications and broadband services. These revenues are recorded throughout our customer categories. Prior to the sale of our interest in AWN to GCI in the first quarter of 2015, we remitted an amount equal to the federal universal service support associated with our wireless business to AWN, and that support therefore, had no direct impact to our net income (loss), cash flow from operating activities or Adjusted EBITDA. After the sale, we ceased to receive that support, but continue to receive federal and state universal service support associated with our wireline operations. At the federal level, the FCC generally exercises jurisdiction over some of the services regulated common carriers provide that originate or terminate interstate or international communications and related facilities. The Regulatory Commission of Alaska ( RCA ) generally exercises jurisdiction over services and facilities used to provide, originate or terminate communications between points in Alaska. In this section, Regulation, we refer to our local exchange carrier ( LEC ) subsidiaries individually as follows: ACS of Anchorage, LLC ( ACSA ); ACS of Alaska, LLC ( ACSAK ); ACS of Fairbanks, LLC ( ACSF ); and ACS of the Northland, LLC ( ACSN ). Federal Regulation We must comply with the Communications Act of 1934, as amended (the Communications Act ) and regulations promulgated thereunder, which require, among other things, that we offer regulated interstate services upon request at just, reasonable and non-discriminatory rates and terms. The Communications Act also requires us to offer competing carriers interconnection and non-discriminatory access to certain facilities and services designated as essential for local competition, and permits the FCC to deregulate us as markets become more competitive. Under the Communications Act we are eligible for support revenues to help defray the cost of providing services to rural, high cost areas, low-income consumers, schools and libraries, and rural health care providers. Many of these regulations recently have been modified by the FCC and others are the subject of on-going FCC rule-makings that are expected to result in further changes; in both cases, the changes are intended to expand the support mechanisms to include broadband Internet access services, and promote additional deployment of equipment, facilities, and systems necessary to support such services. Rate Regulation Our LEC subsidiaries are regulated common carriers offering local voice and a limited set of data services and are subject to a mixture of competitive market regulations and rate of return regulations for intrastate services we offer in Alaska, and price-cap rate regulation for interstate services regulated by the FCC. Because they face competition, our LEC subsidiaries may not be able to charge their maximum permitted rates under price cap regulation or realize their allowed intrastate rate of return even where they are rate-of-return regulated. A broader range of data and information services are offered by our unregulated affiliates or as unregulated services by our regulated companies. In establishing their costs of regulated telecommunications services, our LEC subsidiaries determine their 10

13 aggregate costs and place them within an FCC-prescribed Uniform System of Accounts, then allocate those costs between regulated and non-regulated services, then separate the regulated portion of these costs between the state and federal jurisdictions, and finally among specific inter- and intra-state services. This process is governed primarily by the FCC and the RCA rules and regulations. In August 2014, the FCC opened a proceeding to consider whether to modify or eliminate its cost accounting rules. In addition, for more than a decade, the FCC has been considering whether to modify or eliminate these current jurisdictional separations process. These questions remain pending with the FCC. The FCC s decision, when it comes, could indirectly increase or reduce earnings of carriers subject to jurisdictional separations rules by affecting the way costs are divided between regulated and unregulated services, and the way regulated costs are divided between the federal and state jurisdictions. In addition, these changes could affect the ways in which the FCC and RCA evaluate the reasonableness of our regulated rates for telecommunications services. Regulation of Broadband Internet Access Services In March 2015, the FCC reclassified mass market broadband Internet access services as a telecommunications service, subject to common carrier pricing and other regulations under Title II of the Communications Act, which had historically applied only to traditional telephone service. The FCC thus departed from its long history of treating broadband Internet access services as information services, which are subject to far less intrusive federal oversight, though the FCC has declared its intention not to require broadband Internet access service providers to file federal tariffs or otherwise obtain advance FCC review or approval of the rates, terms, and conditions under which they offer broadband Internet access service. In June 2016, the FCC s decision was upheld on appeal by a panel of the United States Court of Appeals for the District of Columbia Circuit. The FCC s decision prohibits providers of mass market broadband Internet access service from engaging in certain conduct, as follows: No blocking of lawful content, applications, services, or non-harmful devices, subject to reasonable network management practices, which must have primarily a technical, rather than business, justification. No throttling, that is, slowing down or otherwise impairing service based on content, application, service, or use of a non-harmful device, subject to reasonable network management. No paid prioritization of traffic, for example, favoring some traffic over other traffic in exchange for monetary or other consideration, or to benefit an affiliate. This rule is not subject to reasonable network management. No unreasonable interference or causing unreasonable disadvantage to end users ability to select, access, and use broadband Internet access service or the lawful Internet content, applications, services, or devices of their choice, or edge providers ability to make lawful content, applications, services, or devices available to end users, subject to reasonable network management. The FCC identified seven factors it would consider on a case-by-case basis when applying this rule. In addition, the FCC s order preserved and expanded requirements to disclose broadband service performance, network management, and applicable commercial terms. Service providers like the Company that have 250,000 or fewer broadband subscribers are exempt from the disclosure requirements through January 17, As a result of this FCC order, much of our broadband Internet access service is now subject to federal laws and regulations that previously have only applied to legacy common carrier telecommunications services, including: That our rates, terms, and conditions of service be just, reasonable, and not unreasonably discriminatory, although the FCC has offered little guidance on how it will evaluate compliance with these standards; That we adhere to statutory confidentiality, usage, and disclosure protections that apply to CPNI, such as the quantity, technical configuration, type, destination, location, and amount of use of a customer s broadband Internet access service; 11

14 That our broadband Internet access service meet disabilities access requirements specified by statute; That we provide broadband Internet access providers with nondiscriminatory access to our poles, ducts, conduits, and rights-of-way formerly available only to telecommunications carriers and cable system operators; That we adhere to universal service deployment conditions associated with federal universal service support, and may in the future be required to contribute to universal service support mechanisms based on our status as a provider of broadband Internet access services; and That the FCC has asserted enforcement jurisdiction over disputes concerning our provision of broadband Internet access service, as well as our interconnection and exchange of traffic with other intermediate providers. Because these legal requirements have never before applied to broadband services, and the FCC s order lacks many specifics, it is difficult for us to assess the full extent of the impact of this new regulatory framework on our business. DataSecurityandPrivacy In November 2016, the FCC issued new data privacy and security rules governing service providers use and sharing of customer data relating to their use of telecommunications services, including mass market broadband Internet access service. In general, these rules supplant the preexisting Federal Trade Commission rules on this subject. The FCC s new rules require detailed disclosure of the service provider s policies regarding the collection, use, and disclosure of information about its customer and that customer s use of the provider s services. The rules divide this information into three sensitivity tiers, based on the FCC s opinion of the level of potential sensitivity of each element of information. Service providers must obtain the appropriate level of consent either opt-in, opt-out, or none before using or sharing information in the associated tier. These rules replaced the FCC s legacy CPNI rules, which were focused on voice telephony services. Pending approval from the Office of Management and Budget, the new rules will become effective in stages between now and December 4, 2017, with a further twelve-month extension of time for small mass market broadband Internet access service providers serving fewer than 100,000 connections, and small voice service providers serving fewer than 100,000 lines, to implement the new notice and customer approval rules. In addition, the new FCC Republican majority, as well as members of Congress, have expressed interest in modifying or overturning these new regulations. We are continuing to assess the full extent of the impact of these new rules, if any, on our business. Interconnection with Local Telephone Companies and Access to Other Facilities The Communications Act imposes a number of requirements on LECs. Generally, a LEC must: not prohibit or unreasonably restrict the resale of its services; provide for telephone number portability so customers may keep the same telephone number if they switch service providers; provide access to their poles, ducts, conduits and rights-of-way on a reasonable, non-discriminatory basis; and, when a call originates on its network, compensate other telephone companies for terminating or transporting the call (see the Interstate Access discussion below). All of our LEC subsidiaries are considered incumbent LECs ( ILECs ) and have additional obligations under the Communications Act: to negotiate in good faith with any carrier requesting interconnection; to provide interconnection for the transmission and routing of telecommunications at any technically feasible point in our ILEC network on just, reasonable and non-discriminatory rates, terms and conditions; to provide access to unbundled network elements ( UNEs ), such as local loops at non-discriminatory, cost-based rates to competing carriers that would be impaired without them; to offer retail local telephone services to resellers at discounted wholesale rates; to provide notice of changes in information needed for another carrier to transmit and route services using its facilities; and to provide, at rates, terms and conditions that are just, reasonable, and non-discriminatory, physical collocation, which allows a competitive LEC ( CLEC ) to install and maintain its network termination equipment in an ILEC s central office, or to obtain functionally equivalent forms of interconnection. 12